<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998
Registration No. 333-50259
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________
AMERICAN TELESOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2849995
(State or other jurisdiction of (I.R.S. employer identification)
incorporation or organization)
12500 NETWORK BOULEVARD, SUITE 407
SAN ANTONIO, TEXAS 78249
(Address, including zip code, of principal executive offices)
_________________________
AMENDED AND RESTATED
AMERICAN TELESOURCE INTERNATIONAL INC.
1997 STOCK OPTION PLAN
COMPENSATION AGREEMENT FOR EMPLOYEE
(Full title of the Plans)
________________________
ARTHUR L. SMITH, PRESIDENT
12500 NETWORK BOULEVARD, SUITE 407
SAN ANTONIO, TEXAS 78249
(210) 558-6090
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value. N/A* N/A* N/A* N/A*
================================================================================================
</TABLE>
* No additional securities are to be registered, and registration fees were paid
upon filing the original Registration Statement No. 333-50259. Therefore, no
further registration fee is required.
<PAGE>
- - - - - - - - - - - - - - -
This Post-Effective Amendment No. 1 to the Registration Statement
(Reg. No. 333-50259) shall become effective upon filing in accordance with Rule
464 under the Securities Act of 1933, as amended.
================================================================================
ii
<PAGE>
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 is filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Securities Act") by American TeleSource International, Inc., a Delaware
corporation (the "Registrant" or the "Company"), as a successor issuer, in order
to expressly adopt the Registration Statement on Form S-8 (Reg. No. 333-50259)
(the "Registration Statement") of, including all statements made therein by,
American TeleSource International Inc., an Ontario, Canada corporation ("ATSI-
Canada"), for all purposes of the Securities Act and pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). At such time as this
Post-Effective Amendment No. 1 has become effective, the Registration Statement
of ATSI-Canada will be deemed the Registration Statement of the Company.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In addition to the documents filed by ATSI-Canada and previously
incorporated by reference, the following documents have been filed by the
Registrant with the Securities and Exchange Commission, and are hereby
incorporated by reference in this Post-Effective Amendment No. 1 to Registration
Statement on Form S-8:
(a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the Act
on April 2, 1998; and
(b) The description of the Registrant's Common Stock, $0.001 par value,
contained in the Registrant's Registration Statement on Form S-4 (No.
333-47511) filed on March 6, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and l5(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the Registration Statement, as amended
hereby, that indicates that all Common Stock to which the Registration
Statement, as amended hereby, relates has been sold or that deregisters all
Common Stock to which the Registration Statement, as amended hereby, relates
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement, as amended hereby, and to be a part hereof from the date
of filing such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to provisions of the Delaware General Corporation Law ("DGCL"),
the Registrant has included in its Amended and Restated Certificate of
Incorporation provisions to eliminate the personal liability of its directors
for monetary damages resulting from breaches of their fiduciary duty; provided,
however, that such provisions do not eliminate liability for breaches of the
duty of loyalty; acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, violations under Section
174 of the DGCL
II-1
<PAGE>
concerning the unlawful payment of dividends or stock redemptions or repurchases
or for any transactions from which the director derived an improper personal
benefit.
Additionally, the Registrant has included in its Amended and Restated
Certificate of Incorporation provisions to indemnify each director and officer
of such company who may be indemnified, to the fullest extent permitted by
Section 145 of the DGCL ("Section 145"), as it may be amended from time to time,
in each and every situation where such company is obligated to make such
indemnification pursuant to Section 145. In addition, the Registrant will
indemnify each of its directors and officers in each and every situation where,
under Section 145, it is not obligated, but is permitted or empowered, to make
such indemnification. The Registrant may, in the sole discretion of the Board
of the Registrant, indemnify any other person who may be indemnified pursuant to
Section 145 to the extent the Board deems advisable, as permitted by such
Section. The Registrant will promptly make or cause to be made any
determination which Section 145 requires. The Registrant believes that these
provisions are necessary to attract and retain qualified persons to serve as
directors and officers.
The Registrant intends to enter into indemnification agreements with each
of its directors and its executive officers. The indemnification agreements
will provide that the Company shall indemnify these individuals against certain
liabilities (including settlements) and expenses actually and reasonably
incurred by them in connection with any threatened or pending legal action,
proceeding or investigation (other than actions brought by or in the right of
the Company) to which any of them is, or is threatened to be, made a party by
reason of their status as a director, officer or agent of the Registrant,
provided that such individual acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Registrant, and with respect to any criminal proceedings, had no reasonable
cause to believe his or her conduct was unlawful. With respect to any action
brought by or in the right of the Registrant, such individuals may also be
indemnified, to the extent not prohibited by applicable laws or as determined by
a court of competent jurisdiction, against expenses actually and reasonably
incurred by them in connection with such action if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the company. The agreements also will require indemnification of
such individuals for all reasonable expenses incurred in connection with the
successful defense of any action or claim and provide for partial
indemnification in the case of any partially successful defense.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No Description of Exhibit
- - ---------- ----------------------
4.1 Form of Common Stock certificate of the Registrant.****
4.2 Amended and Restated Certificate of Incorporation of the
Registrant.**
4.3 Bylaws of the Registrant.*
4.4 Second Amended and Restated 1997 Option Plan.**
4.5 Compensation Agreement for Employee.***
4.6 Plan of Arrangement between the Registrant and ATSI-Canada.**
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.****
23 Consent of Arthur Andersen LLP.****
II-2
<PAGE>
24 Power of Attorney (included on signature page of this Post-
Effective Amendment No. 1 to Registration Statement).
_____________________
* Filed as Exhibit to Registration Statement on Form S-4 (No. 333-05557) of
the Registrant filed June 7, 1996.
** Filed as Exhibit to Registration Statement on Form S-4 (No. 333-47511)
of the Registrant filed March 6, 1998.
*** Filed as Exhibit to Registration Statement on Form S-8 (No. 333-50259)
of ATSI-Canada filed April 16, 1998.
**** Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that
II-3
<PAGE>
a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Antonio, State
of Texas on June 10, 1998.
AMERICAN TELESOURCE INTERNATIONAL, INC.
By: /s/ Arthur L. Smith
------------------------------------
Arthur L. Smith
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Arthur L. Smith and H. Douglas Saathoff, and each of them, each with full power
to act without the other, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any or all further
amendments to this Post-Effective Amendment No. 1 to the Registration Statement
(including further post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated below.
NAME TITLE DATE
- - ---- ----- ----
/s/ Arthur L. Smith President, Chief Executive Officer June 10, 1998
- - ------------------------- and Director (Principal Executive
Arthur L. Smith Officer)
/s/ H. Douglas Saathoff Secretary, Treasurer and Chief June 10, 1998
- - ------------------------- Financial Officer (Principal
H. Douglas Saathoff Financial and Accounting Officer)
/s/ Murray R. Nye Director June 10, 1998
- - -------------------------
Murray R. Nye
/s/ Tomas Revesz Director June 10, 1998
- - -------------------------
Tomas Revesz
/s/ Richard C. Benkendorf Director June 10, 1998
- - -------------------------
Richard C. Benkendorf
/s/ Carlos K. Kauachi Director June 10, 1998
- - -------------------------
Carlos K. Kauachi
II-5
<PAGE>
EXHIBITS
INDEX TO EXHIBITS
-----------------
Exhibit No Description of Exhibit
- - ---------- ----------------------
4.1 Form of Common Stock certificate of the Registrant.****
4.2 Amended and Restated Certificate of Incorporation of the
Registrant.**
4.3 Bylaws of the Registrant.*
4.4 Second Amended and Restated 1997 Option Plan.**
4.5 Compensation Agreement for Employee.***
4.6 Plan of Arrangement between the Registrant and ATSI-Canada.**
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.****
23 Consent of Arthur Andersen LLP.****
24 Power of Attorney (included on signature page of this
Registration Statement).
_____________________
* Filed as Exhibit to Registration Statement on Form S-4 (No. 333-05557) of
the Registrant filed June 7, 1996.
** Filed as Exhibit to Registration Statement on Form S-4 (No. 333-47511)
of the Registrant filed March 6, 1998.
*** Filed as Exhibit to Registration Statement on Form S-8 (No. 333-50259)
of ATSI-Canada filed April 16, 1998.
**** Filed herewith.
<PAGE>
EXHIBIT 4.1
COMMON STOCK COMMON STOCK
NUMBER SHARES
THIS CERTIFICATE IS TRANSFERABLE IN SEE REVISE FOR
NEW YORK, NY AND RIDGEFIELD PARK, NJ CERTAIN DEFINITIONS
AMERICAN TELESOURCE INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 03028P 10 8
This Certifies that
S P E C I M E N
is the owner of
FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF COMMON STOCK, PAR VALUE OF $.001
PER SHARE, OF
AMERICAN TELESOURCE INTERNATIONAL, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly endorsed
or accompanied by a proper assignment. This Certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
DATED
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY:
------------------------------------
SECRETARY PRESIDENT AUTHORIZED SIGNATURE
<PAGE>
EXHIBIT 5
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1500 NATIONSBANK PLAZA
300 CONVENT STREET
SAN ANTONIO, TEXAS 78205
June 16, 1998
AMERICAN TELESOURCE INTERNATIONAL, INC.
12500 Network Boulevard, Suite 407
San Antonio, Texas 78249
Gentlemen:
We have acted as counsel to AMERICAN TELESOURCE INTERNATIONAL, INC., a
Delaware corporation (the "Company") in connection with the preparation for
filing with the Securities and Exchange Commission of a Post-Effective Amendment
No. 1 to Registration Statement on Form S-8, as amended. Such Post-Effective
Amendment No. 1 to the Registration Statement has been filed by the Company
pursuant to Rule 414 under the Securities Act of 1933, as amended, as a
successor issuer, in order to expressly adopt the Registration Statement of,
including all statements made therein by, American Telesource International
Inc., an Ontario (Canada) corporation ("ATSI-Canada"). Pursuant to a plan of
arrangement (the "Arrangement") effected on May 11, 1998, shares of common stock
of ATSI-Canada were exchanged for shares of the Company's Common Stock on the
basis of one share of Common Stock for one share of ATSI-Canada common stock.
As a result of the Arrangement, ATSI-Canada became a wholly-owned subsidiary of
the Company.
The Registration Statement as amended by the Post-Effective Amendment No. 1
thereto relates to 4,912,000 shares of the Company's Common Stock, $0.001 par
value (the "Common Stock"), 4,772,000 shares of which are issuable upon exercise
of options granted under the Amended and Restated American TeleSource
International Inc. 1997 Stock Option Plan (the "Plan") and 30,000 shares of
which are issuable upon exercise of options granted to an employee of the
Company pursuant to a compensation agreement (the "Compensation Agreement") with
such employee. The shares to be issued upon exercise of the options granted
under the Plan and pursuant to the Compensation Agreement are herein
collectively referred to as the "Option Shares."
We have examined such corporate records, documents, instruments and
certificates of the Company, have received such representations from the
officers and directors of the Company, and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
<PAGE>
American Telesource International, Inc.
June 16, 1998 -- Page 2
- - -------------------------------------------
We have further assumed that:
(i) all applicable state securities laws will have been complied with in
connection with each option exercise;
(ii) at the time of issuance of the shares of Common Stock issuable upon
exercise of options granted under the Plan and pursuant to the
Compensation Agreement, the Company will have sufficient authorized
and unissued shares of Common Stock available for issuance;
(iii) the options granted under the Plan will be exercised in accordance
with the terms of the Plan, the governing option agreements and any
other applicable agreements and documents;
(iv) the options granted pursuant to the Compensation Agreement will be
exercised in accordance with the terms of the Compensation
Agreement, the governing option agreement and any other applicable
agreements and documents;
(v) the shares of Common Stock issued upon exercise of options granted
under the Plan and pursuant to the Compensation Agreement will be
evidenced by appropriate certificates properly executed and
delivered;
(vi) the options granted under the Plan and pursuant to the Compensation
Agreement (and the related option agreements and any other governing
agreements) were duly authorized and constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms, and are entitled to the
benefits provided by the Plan or the Compensation Agreement, as
applicable;
(vii) all options granted under the Plan and pursuant to the Compensation
Agreement were granted at an exercise price per share in excess of
the par value per share of the Common Stock;
(viii) the Plan was duly adopted in accordance with applicable law and all
options granted thereunder were granted in accordance with the terms
of the Plan;
(ix) the Compensation Agreement was duly adopted in accordance with and
complies with applicable law;
<PAGE>
American Telesource International, Inc.
June 16, 1998 -- Page 3
- - -------------------------------------------
(x) the Plan and the Compensation Agreement were duly authorized and
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms; and
(xi) the Arrangement was duly authorized in accordance with applicable
law and is valid, binding and enforceable in accordance with its
terms under applicable law.
Based upon the foregoing, we are of the opinion that the Option Shares
will; if, as, and when the options granted under the Plan or pursuant to the
Compensation Agreement, as applicable, are exercised, and upon issuance and
delivery of the Option Shares against payment therefor in the manner
contemplated by the Plan or the Compensation Agreement, as applicable, and, in
each case, the related governing option agreements; be validly issued, fully
paid and nonassessable shares of Common Stock of the Company.
We consent to the filing of this opinion as Exhibit 5 to the Post-Effective
Amendment No. 1 to Registration Statement.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on American TeleSource
International, Inc. and Subsidiaries dated October 3, 1997, our report on
American TeleSource International, Inc.-Delaware dated December 1, 1997 and our
report on Sistema de Telefonia Computarizada, S.A. de C.V. dated October 24,
1997 included in American TeleSource International, Inc.'s Form 424B1 (File No.
333-47511) as amended on April 2, 1998, and American TeleSource International,
Inc.'s Form S-4 (File No. 333-47511) filed on March 6, 1998 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
San Antonio, Texas
June 16, 1998
